Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 22nd day of
June, 1998 by and between Creditrust Corporation, a Maryland Corporation
(hereinafter referred to as "Creditrust") having its principal office at 0000
Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and Xxxxxxxxx Xxxxxx
Xxxxx (hereinafter referred to as the "Executive"). In consideration of the
mutual covenants and promises contained herein and the Executive's continued
employment, the sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Creditrust desires to continue to employ the Executive on the terms and
conditions herein set forth, and the Executive has agreed to accept employment
with Creditrust on the terms and conditions set forth.
1) EMPLOYMENT AT WILL. Creditrust hereby employs the Executive and the
Executive shall serve Creditrust upon the terms and conditions hereinafter
set forth. Notwithstanding any other provision in this Agreement or in any
other document to the contrary, this Agreement creates an employment
relationship of indefinite duration which may be legally terminated at the
pleasure of either Creditrust or the Executive at any time and without any
liability.
2) CAPACITY AND PERFORMANCE.
a) Capacity. The Executive shall serve as the Vice President, Acquisitions
of Creditrust and shall serve, with no additional compensation, in any
other office or position as determined by Xxxxxx X. Xxxxxx ("Xx.
Xxxxxx") or his successor or designee.
b) Duties. The Executive shall be employed by Creditrust on a full time
basis, and shall perform, on behalf of Creditrust, such duties
customary to his position and additional duties as may be designated by
Xx. Xxxxxx or his successor of designee from time to time.
c) Full Time. The Executive shall devote his full time, attention, skill,
and energy to the performance of his duties under this Agreement. The
Executive shall comply with all reasonable professional requests of the
Company; provided, however, that the Executive will be permitted to
engage in and manage personal investments and to participate in
community and charitable affairs, so long as such activities do not
interfere with his duties under this Agreement.
3) COMPENSATION.
a) Base Compensation. Creditrust shall pay to the Executive an annual base
salary of One Hundred and Fifty Thousand Dollars ($150,000) during the
term of the Agreement. Creditrust shall pay the Executive's annual
salary to him in
accordance with standard payment practices of Creditrust as adopted or
employed by Creditrust from time to time.
b) Incentive Compensation. The Executive shall receive a bonus of up to
One Hundred Thousand Dollars ($100,000) in any calendar year. The
Compensation Committee of the Board of Directors of Creditrust shall
determine the amount of the bonus in accordance with its standards and
practices. This bonus is discretionary and may be based in whole or in
part upon the Board's assessment of the Executive's job performance.
c) Bonuses; Stock Plans. In addition to his base salary, the Executive
shall be entitled to participate in any stock option plans, programs,
arrangements and practices sponsored by the Company for the benefit of
executive employees serving in similar capacities with the Company
(and/or its affiliates), if any, as may be established from time to
time by the Board of Directors of the Company for the benefit of such
executive employees, in accordance with the terms of such plans, as
amended by the Company from time to time; it being understood that
there is no assurance with respect to the establishment of such plans
or, if established, the continuation of such plans during the term of
this Agreement.
4) BENEFITS. During the term of this Agreement, the Executive shall also be
entitled to participate in or receive benefits under all of the Company's
benefit plans, programs, arrangements and practices, including pension,
disability, and group life, sickness, accident or health insurance
programs, if any, as may be established from time to time by the Board of
Directors of the Company for the benefit of executive employees serving in
similar capacities with the Company (and/or its affiliates), in accordance
with the terms of such plans, as amended by the Company from time to time;
it being understood that there is no assurance with respect to the
establishment of such plans or, if established, the continuation of such
plans during the term of this Agreement.
5) VACATION. The Executive shall be entitled to an annual vacation of duration
equal to the duration of the annual vacation available to management level
employees of Creditrust with the same tenure, to be taken at a time
acceptable to Creditrust, subject to the reasonable business needs of
Creditrust. The Executive shall be paid his salary during such vacation
period.
6) CONFIDENTIALITY AGREEMENT. The parties, by their signatures, adopt and
ratify all of the provisions of the Confidentiality Agreement that is
attached and incorporated by reference into this Agreement as if set forth
at length. In the event that a court of competent jurisdiction finds that
any term or provision in this Agreement conflicts with any term or
provision in the Confidentiality Agreement, then the terms and provisions
in this Agreement shall supersede the conflicting terms or provisions in
the Confidentiality Agreement, but only to the extent of the conflict.
7) CONFLICTING AGREEMENTS. The Executive hereby represents and warrants to
Creditrust that his execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other
agreement to which he may be a party or may be bound and is not subject to
any covenants against competition or similar covenants that would affect
performance of his duties and obligations hereunder.
8) WAIVER. The waiver by either Creditrust or the Executive of a breach of any
provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by either Creditrust or the Executive.
9) ASSIGNMENT: BINDING EFFECT. This Agreement shall inure to the benefit
of and be binding upon Creditrust, its successors and assigns. The
Executive may assign his right to payment under this Agreement but not
his obligations hereunder.
10) NOTICE. Any notice, writing or other communication required or permitted to
be given under the terms of this Agreement shall be in writing and sent by
certified or registered mail in the United States mail, postage prepaid,
return receipt requested, or by telegram, and addressed as follows or to
such other address which may from time to time be given by the parties:
a) If to Creditrust:
Xxxxxx X. Xxxxxx, Chairman & CEO
Creditrust Corporation
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
b) If to the Executive:
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If mailed, the notice period shall be deemed to begin in two (2) days
following the date on which that notice is mailed.
11) MISCELLANDOUS PROVISONS.
a) Captions. The descriptive headings of the several sections of this
Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
b) Severability. In the event that one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect,
the remaining provisions contained therein shall not in any way be
affected and shall remain in force to the fullest extent of the law.
c) Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior oral or written agreements,
commitments, or understandings with respect to the matters provided for
herein, and no modification shall be finding upon the party affected
unless set forth in writing and duly executed by each party affected.
All covenants and agreements in this Agreement by or on behalf of any
of the parties hereto shall find and inure to the benefit of the
respective successors, assigns and personal representatives.
d) Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by,
the laws of the State of Maryland exclusive of its conflicts of law
rules.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
CREDITRUST CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
THE EXECUTIVE
/s/ Xxxxxxxxx Xxxxxx Xxxxx
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Xxxxxxxxx Xxxxxx Xxxxx
